0000950112-95-002137.txt : 19950815
0000950112-95-002137.hdr.sgml : 19950815
ACCESSION NUMBER: 0000950112-95-002137
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 19950814
SROS: NASD
GROUP MEMBERS: GLAZER MALCOLM I
GROUP MEMBERS: THE MALCOLM I. GLAZER TRUST
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ENVIRODYNE INDUSTRIES INC
CENTRAL INDEX KEY: 0000033073
STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089]
IRS NUMBER: 952677354
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-07886
FILM NUMBER: 95563517
BUSINESS ADDRESS:
STREET 1: 701 HARGER ROAD STE 1190
CITY: OAK BROOK
STATE: IL
ZIP: 60521
BUSINESS PHONE: 7085718800
FORMER COMPANY:
FORMER CONFORMED NAME: MGN INC
DATE OF NAME CHANGE: 19790425
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GLAZER MALCOLM I
CENTRAL INDEX KEY: 0000905293
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 1482 SOUTH OCEAN BLVD
CITY: PALM BEACH
STATE: FL
ZIP: 33480
BUSINESS PHONE: 4078351482
MAIL ADDRESS:
STREET 2: 1482 SOUTH OCEAN BLVD
CITY: PLAM BEACH
STATE: FL
ZIP: 33480
SC 13D/A
1
MALCOLM I. GLAZER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
ENVIRODYNE INDUSTRIES, INC.
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
294037205
---------
(CUSIP Number)
Gordon E. Forth, Esq.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
(716) 454-5370
--------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
TOTAL SERVICES:
June 16, 1995
-------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
SCHEDULE 13D
CUSIP NO. 294037205 Page 2 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Malcolm I. Glazer Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
2 of 21
14 TYPE OF REPORTING PERSON
0
3 of 21
SCHEDULE 13D
CUSIP NO. 294037205 Page 3 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer
S.S. No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
4 of 21
This Amendment No. 7 ("Amendment No. 7") amends and
supplements the statement ("Statement") to the Schedule 13D dated
August 14, 1994, as amended ("Schedule 13D"), and filed on August
15, 1994 on behalf of The Malcolm Glazer Trust ("Trust") and
Malcolm I. Glazer relating to the common stock, par value $.01
per share, of Envirodyne Industries, Inc. ("Envirodyne"). All
capitalized terms used herein and not otherwise defined herein
have the meanings previously ascribed to such terms in the
Schedule 13D.
Item 5. Interests in Securities of the Issuer.
--------------------------------------
Paragraph (a) of Item 5 of the Statement is hereby amended
by adding the following paragraph at the end thereof:
On August 7, 1995, the Trust sold, at a price of $4.483 per
share, or $18,780,623 in the aggregate, in a private transaction
all 4,189,298 shares previously reported as beneficially owned by
the Trust and Mr. Glazer.
Paragraph (b) of Item 5 of the Statement is hereby amended
by adding the following paragraph at the end thereof:
On August 7, 1995, the Trust ceased to have any power, sole
or shared, to vote or to direct the vote, or dispose or direct
the disposition of any of the shares.
Paragraph (c) of Item 5 of the Statement is hereby amended
by adding the following paragraph at the end thereof:
The sale of the Shares reported in this Amendment No. 7 is
the only transaction in the Shares effected during the past 60
days by the Trust or Mr. Glazer.
Paragraph (d) of Item 5 of the Statement is hereby amended
by deleting "not applicable" and inserting in place thereof the
following paragraph at the end thereof:
On August 7, 1995, the Trust and Mr. Glazer ceased to be
beneficial owners of more than five percent of Envirodyne's
outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
---------------------------------------------
Item 6 of the Statement is hereby amended by inserting
immediately after the last paragraph thereof the following:
On August 7, 1995, the Trust entered into a Stock Purchase
Agreement ("Stock Purchase Agreement") with Zapata Corporation
("Zapata") pursuant to which the Trust sold on the same date all
of the Trust's 4,189,298 shares of Envirodyne common stock to
5 of 21
Zapata. A copy of the Stock Purchase Agreement is attached
hereto as Exhibit 14 and is incorporated herein by reference.
----------
The purchase price for the shares was $4.483 per share, or an
aggregate purchase price of $18,780,623, which was paid by
delivery of a Subordinated Promissory Note ("Note") in the
principal amount of the aggregate purchase price. The Note,
which is in the form of Exhibit A attached to the Stock Purchase
Agreement, is payable in a single payment on August 7, 1997.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of this Statement is hereby amended by inserting the
following immediately after the last paragraph:
Exhibit 14 - Stock Purchase Agreement between Zapata
Corporation and the Malcolm Glazer Trust
dated August 7, 1995.
6 of 21
SIGNATURE PAGE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 11, 1995
THE MALCOLM I. GLAZER TRUST
By: /s/Avram Glazer, Power of Attorney
----------------------------------
Malcolm I. Glazer, as Trustee
By Avram Glazer as Power of
Attorney
/s/Avram Glazer, Power of Attorney
----------------------------------
Malcolm I. Glazer
By Avram Glazer as Power of
Attorney
7 of 21
EX-14
2
EXHIBIT 14
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, dated as of August 7, 1995, is between
ZAPATA CORPORATION, a Delaware corporation (the "Buyer"), and
MALCOLM I. GLAZER, as trustee of the Malcolm I. Glazer Trust (the
"Seller").
The Seller and the Buyer, each in reliance upon the
agreements, representations, warranties and covenants hereinafter
set forth herein, agree as follows with respect to the sale by
the Seller and the purchase by the Buyer of all the issued and
outstanding shares of capital stock of Envirodyne Industries,
Inc., a Delaware corporation (the "Issuer"), owned by the Seller.
1. Purchase and Sale of Securities. (a) The Seller
-------------------------------
hereby sells to the Buyer, and the Buyer hereby purchases from
the Seller, 4,189,298 shares of the common stock, par value $0.01
per share ("Common Stock"), of the Issuer (such shares
hereinafter called the "Shares") at a purchase price per share of
$4.483, such amount being hereinafter referred to as the Purchase
Price. The aggregate Purchase Price for the Shares is being paid
with Buyer's promissory note in the form attached hereto as
Exhibit A in the principal amount of $18,780,623.00 (the "Note").
(b) The Buyer acknowledges receipt of the transfer
from Seller's brokerage account holding the Shares to the Buyer's
brokerage account maintained at Schroder Wertheim & Co.
Incorporated (Account No. W105793202) of the Shares. The Seller
acknowledges receipt from the Buyer of the Note representing
payment in full for the Shares. The sale, assignment and
transfer of the Shares has been made without recourse,
representation or warranty of any kind by the Buyer, express or
implied, except as expressly set forth herein.
2. Representations and Warranties of Seller. The
----------------------------------------
Seller represents and warrants to, and covenants with, the Buyer
as follows:
(a) The Seller is the duly qualified and acting
Trustee of the Malcolm I. Glazer Trust and has all the requisite
power and authority to execute and deliver this Agreement and to
carry out all of the terms and provisions hereof to be carried
out by it.
(b) The execution, delivery and performance of this
Agreement by the Seller has been duly authorized by all necessary
action. This Agreement has been duly executed and delivered by
8 of 21
the Seller and constitutes the valid and binding obligation of
the Seller enforceable in accordance with its terms.
(c) Neither the execution and delivery of this
Agreement by the Seller nor the consummation of the transactions
contemplated hereby in accordance with its terms (i) will
conflict with, result in a breach of, or constitute a default
under, the governing instruments of the Malcolm I. Glazer Trust
or any indenture, mortgage, lease or other agreement to which the
Seller or Malcolm I. Glazer is a party or to which either of them
or any of their respective properties may be subject or (ii) will
result in a violation of any order, writ, injunction, decree or
award of any court or governmental authority to which the Seller
or Malcolm I. Glazer or any of their respective properties may be
subject. No action, suit or proceeding is pending or, to the
knowledge of the Seller, threatened against or affecting the
Seller or Malcolm I. Glazer that would prohibit or restrain the
transaction contemplated hereby.
(d) The Seller owns beneficially all of the Shares and
owns the Shares free and clear of all liens, claims, options,
charges, encumbrances and adverse claims. The Seller is not a
party to or bound by any agreement restricting its right to sell,
assign, transfer or deliver the Shares as contemplated by this
Agreement. Buyer is acquiring the Shares free and clear of all
liens, encumbrances and adverse claims [except for any
restrictions which may apply under applicable securities laws and
the impact, if any, of Section 203 of the Delaware General
Corporation Law (8 Del. C. Sec. 203)].
(e) There are no restrictions on the voting rights or
other incidents of ownership of the Shares that are applicable to
the Seller or that will be applicable to the Buyer upon purchase
of the Shares.
(f) Set forth on Exhibit B is a list of the dates on
which trades occurred, purchase agreements were executed and
transactions thereunder were closed with respect to all the
outstanding shares of Common Stock, $.25 par value, of the Buyer
owned by the Seller, and such list is true and accurate.
(g) Set forth on Exhibit C is a list of the dates on
which trades occurred, purchase agreements were executed and
transactions thereunder were closed with respect to all of the
Shares owned by the Seller, and such list is true and accurate.
(h) As of the date hereof, Seller, in his individual
capacity as a director of Issuer or otherwise, is not in
possession of any non-public information relating to the Issuer
that a reasonably prudent investor would consider materially
9 of 21
adverse to the financial condition, results of operations, future
prospects or any other aspects of the business, assets or
operations of the Issuer.
3. Representations and Warranties of the Buyer. The
-------------------------------------------
Buyer represents and warrants to the Seller as follows:
(a) The Buyer is a corporation validly existing and in
good standing under the laws of the State of Delaware and has all
the requisite corporate power and authority to execute and
deliver this Agreement and the Note and to carry out all of the
terms and provisions hereof and thereof to be carried out by it.
(b) The execution, delivery and performance of this
Agreement and the Note by the Buyer have been duly authorized by
all necessary corporate action. This Agreement and the Note each
has been duly executed and delivered by the Buyer and constitutes
the valid and binding obligation of the Buyer enforceable in
accordance with its terms, except to the extent the
enforceability of the Note may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or
other law relating to or affecting the enforcement of creditors'
rights generally.
(c) Neither the execution and delivery of this
Agreement or the Note by the Buyer nor the consummation of the
transaction contemplated hereby or thereby in accordance with the
terms hereof or thereof (i) will conflict with, result in a
breach of, or constitute a default under, the certificate of
incorporation of bylaws of the Buyer or any indenture, mortgage,
lease or other agreement to which the Buyer is a party or to
which it or any of its properties may be subject, or (ii) will
result in a violation of any order, writ, injunction, decree or
award of any court or governmental authority to which the Buyer
or any of its properties may be subject. No action, suit or
proceeding is pending or, to the knowledge of the Buyer,
threatened against or affecting the Buyer that would prohibit or
restrain the consummation of the transaction contemplated hereby
or that challenges or questions the validity of the transactions
contemplated hereunder.
(d) The waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act applicable to the purchase of the
Shares by the Buyer has expired or been terminated.
(e) The Buyer understands that the Seller is
considered an "affiliate" under the federal securities laws and
the Shares have not been registered under the Securities Act of
1933, as amended (the "Securities Act") and, as a result, the
10 of 21
Shares have been sold to Buyer pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act.
(f) The Shares may not be offered or sold by the
Buyer, except pursuant to an effective registration statement or
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act. The Buyer
agrees that the Seller may instruct the Issuer (or its transfer
agent) to place an appropriate restrictive legend placed on the
certificate of certificates representing the Shares to be issued
by the Issuer to the Buyer.
(g) The Buyer has received adequate information
concerning the Issuer and the Shares from sources other than the
Seller (or Avram Glazer) to make an informed decision with
respect to its purchase of the Shares.
(h) The Buyer is purchasing the Shares for its own
account and not with a view to the resale, distribution or other
disposition thereof.
(i) The Buyer shall, in disposing of the Shares, fully
comply with the applicable requirements of the Securities Act and
applicable state securities laws.
4. Non-Reliance on Seller. The Seller makes no
----------------------
representation or warranty of any kind in connection with, and
shall have no responsibility with respect to, the financial
statements, financial condition, financial performance or future
prospects of the Issuer, or except as expressly set forth herein,
the Shares. The Buyer represents and acknowledges that it has,
independently and without reliance on Seller (or Avram Glazer),
and based on such documents and information as it has deemed
appropriate (including the publicly available registration
statements, reports and documents relating to the Issuer filed
with the Securities and Exchange Commission), made its own
financial analysis and decision to purchase the Shares and enter
into this Agreement.
5. Brokerage. The Buyer and the Seller each
---------
represent and warrant to the other that each will pay or
otherwise discharge any liability incurred by it for brokerage or
finders' fees or agents' commissions or other similar payments in
connection with this Agreement and the transactions contemplated
hereby. The Buyer has not engaged or otherwise dealt with any
person or entity in such manner as might give rise to a claim
against the Seller for such commission, fee or payment and the
Seller has not engaged or otherwise dealt with any person or
entity in such manner as might give rise to a claim against the
Buyer for such commission, fee or payment.
11 of 21
6. Expenses. Except as otherwise provided herein,
--------
the parties hereto shall bear their own expenses incurred in
connection with this Agreement and the sale and purchase of
Shares, including, without limitation, all fees of their
respective legal counsel, investment advisors and accountants.
The Buyer will bear all the legal, accounting, investment banking
and other expenses of the Special Committee of its Board of
Directors.
7. Notices. All notices, requests, claims, demands
-------
and other communications hereunder shall be communicated in
writing, mailed by first class mail or delivered by hand, or by
telephone, if promptly confirmed in writing, at the following
addresses (or to such other address for a party as such party may
specify by written notice given pursuant hereto):
If to the Buyer:
Zapata Corporation
One Riverway, Suite 2200
777 South Post Oak Lane
Houston, Texas 77056
Attn: Joseph L. von Rosenberg III
General Counsel
If to the Seller:
Malcolm I. Glazer
1482 South Ocean Boulevard
Palm Beach, Florida 33480
With a copy to:
Avram Glazer
18 Stoney Clover Lane
Pittsford, New York 14534
8. Entire Agreement. This Agreement contains the
----------------
entire agreement between the Buyer and the Seller as to the
Shares.
9. Governing Law. This Agreement shall be construed
-------------
in accordance with, and be governed by, the laws of the State of
New York.
10. Parties in Interest; Assignability. This
----------------------------------
Agreement shall inure to the benefit of, and be binding upon the
parties hereto and their respective successors and assigns and is
not intended to confer any rights on any third party.
12 of 21
IN WITNESS WHEREOF, the undersigned parties hereto have
duly executed this Agreement as of the date first above written.
ZAPATA CORPORATION
By: s/ Ronald Lassiter
--------------------------------------
Authorized Officer
s/ Malcolm I. Glazer
--------------------
Malcolm I. Glazer, as trustee of the
Malcolm I. Glazer Trust
13 of 21
Exhibit A
SUBORDINATED PROMISSORY NOTE
$18,780,623.00
FOR VALUE RECEIVED, Zapata Corporation, a Delaware
corporation (the "Company"), hereby promises to pay to the order
of Malcolm I. Glazer, as Trustee of the Malcolm I. Glazer Trust
("Payee"), the principal sum of Eighteen Million Seven Hundred
Eighty Thousand Six Hundred Twenty Three and No/100 Dollars
($18,780,623.00) on August 7, 1997, unless sooner accelerated and
to pay interest on the unpaid balance of such principal sum from
time to time outstanding from the date hereof until paid in full
and on the maturity date hereof at a rate prior to an event of
default equal to the rate of interest per annum publicly
announced from time to time by Chemical Bank as its prime rate in
effect at its principal office in New York City, such rate
hereunder to change automatically effective upon each change in
such prime rate, such interest to be payable on the last day of
each September, December, March and June in each year until the
principal sum is paid in full. After an event of default the
interest rate that shall accrue on the outstanding principal
hereunder shall be increased by five percent (5%) over the rate
which would otherwise apply.
Payments. All payments hereunder shall be made to
--------
Malcolm I. Glazer, as Trustee of the Malcolm I. Glazer Trust at
1482 South Ocean Boulevard, Palm Beach, Florida 33480.
Prepayment. The Company shall have the right at any
----------
time to prepay, without premium or penalty, the principal sum or
any portion thereof, together with interest on the amount prepaid
to date of prepayment.
Subordination. The Company covenants and agrees, and
-------------
each holder of this Note by his acceptance hereof likewise
covenants and agrees, that the payment of the principal and
interest on this Note is subordinated, to the extent and in the
manner hereinafter set forth, to the prior payment in full of all
Senior Debt. The term "Senior Debt" means the principal of and
-----------
premium, if any, and interest on the following, whether currently
outstanding or hereafter created, (i) indebtedness of the Company
for money borrowed (including purchase money obligations)
evidenced by notes or other written obligations (other than this
Note), (ii) indebtedness of the Company evidenced by notes (other
14 of 21
than this Note), debentures, bonds or other securities issued
under the provisions of an indenture, fiscal agency agreement or
similar instrument, (iii) obligations of the Company as lessee
under capitalized leases and leases of property made as part of
any sale and leaseback transactions, (iv) indebtedness of others
of any of the kinds described in the preceding clauses (i)
through (iii) assumed or guaranteed by the Company and (v)
renewals, extensions and refundings of, and indebtedness and
obligations of a successor corporation issued in exchange for or
in replacement of, indebtedness or obligations of the kinds
described in the preceding clauses (i) through (iv).
Notwithstanding the foregoing, Senior Debt will not include: (i)
any particular indebtedness, obligation, renewal, extension or
refunding if the instrument creating or evidencing the same or
the assumption or guarantee thereof expressly provides that such
indebtedness, obligation, renewal, extension or refunding is not
superior in right of payment to the Note. As used in the second
preceding sentence, the term "purchase money obligations" shall
mean indebtedness or obligations evidenced by a note, debenture,
bond or other instrument (whether or not secured by any lien or
other security interest but excluding indebtedness or obligations
for which recourse is limited to the property purchased) issued
or assumed as all or part of the consideration for the
acquisition of property, whether by purchase, merger,
consolidation or otherwise, but shall not include any trade
accounts payable.
These provisions set forth in this paragraph (a) and
the following paragraphs (b), (c), (d), (e) and (f) (the
"Subordination Provisions") are made for the benefit of the
holders from time to time of Senior Debt, and such holders and/or
each of them may enforce such provisions.
(b) Upon the maturity of any Senior Debt by lapse of
time, acceleration or otherwise, all principal thereof and
interest thereon shall first be paid in full, or such payment
duly provided for in cash or in a manner satisfactory to the
holders of such Senior Debt, before any payment is made on
account of the principal or interest on this Note or to acquire
this Note.
Upon the happening of an event of default (or if any
event of default would result upon any payment with respect to
this Note) with respect to any Senior Debt, as such event of
default is defined therein or in the instrument under which it is
outstanding, permitting the holders to accelerate the maturity
thereof, and, if the default is other than default in payment of
15 of 21
the principal or interest on such Senior Debt, upon written
notice thereof given to the Company by the holders of such Senior
Debt or their representative, then, unless and until such event
of default shall have been cured or waived or shall have ceased
to exist, no payment shall be made by the Company with respect to
the principal or interest on this Note or to acquire this Note.
(c) Upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization
of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or
otherwise):
(i) the holders of all Senior Debt shall first be
entitled to receive payment in full of the principal
and interest due thereon before the holder of this Note
is entitled to receive any payment on account of the
principal or interest on this Note;
(ii) any payment or distribution of assets of the
Company of any kind or character, whether in cash,
property or securities, to which the holder of this
Note would be entitled except for the Subordination
Provisions, shall be paid by the liquidating trustee or
agent or other person making such payment or
distribution directly to the holders of Senior Debt or
their representative, or to the trustee under any
indenture under which Senior Debt may have been
issued, to the extent necessary to make payment in full
of all Senior Debt remaining unpaid, after giving
effect to any concurrent payment or distribution or
provision therefor to the holders of such Senior Debt;
and
(iii) in the event that notwithstanding the
foregoing provisions of this paragraph (c), any payment
or distribution of assets of the Company of any kind or
character, whether in cash, property or securities,
shall be received by the holder of this Note on account
of principal or interest on this Note before all Senior
Debt is paid in full, or effective provision made for
its payment, such payment or distribution shall be
received and held in trust for and shall be paid over
to the holders of the Senior Debt remaining unpaid or
unprovided for or their representative, or to the
trustee under any indenture under which Senior Debt may
have been issued, for application to the payment of
16 of 21
such Senior Debt until all such Senior Debt shall have
been paid in full, after giving effect to any
concurrent payment or distribution or provision
therefor to the holders of such Senior Debt.
(d) Subject to the payment in full of all Senior Debt,
the holder of this Note shall be subrogated to the rights of the
holders of Senior Debt until all amounts owing on this Note shall
be paid in full, and for the purpose of such subrogation no
payments or distributions to the holders of the Senior Debt by or
on behalf of the Company or by or on behalf of the holder of this
Note by virtue of the Subordination Provisions which otherwise
would have been made to the holder of this Note shall, as between
the Company and the holder of this Note be deemed to be payment
by the Company to or on account of the Senior Debt, it being
understood that the Subordination Provisions are and are intended
solely for the purpose of defining the relative rights of the
holder of this Note, on the one hand, and the holders of the
Senior Debt, on the other hand.
(e) Nothing contained in the Subordination Provisions
or elsewhere in this Note is intended to or shall impair, as
between the Company and the holder of this Note, the obligation
of the Company, which is absolute and unconditional, to pay to
the holder of this Note the principal and interest on this Note
as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative
rights of the holder of this Note and creditors of the Company
other than the holders of the Senior Debt, nor shall anything
herein or therein prevent the holder of this Note from exercising
all remedies otherwise permitted by applicable law upon default
under this Note, subject to the rights, if any, under the
Subordination Provisions of the holders of Senior Debt in respect
of cash, property or securities of the Company received upon the
exercise of any such remedy. Upon any distribution of assets of
the Company referred to in paragraph (c) above, the holder of
this Note shall be entitled to rely upon any order or decree made
by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are
pending, or a certificate of the liquidating trustee or agent or
making any distribution to the holder of this Note, for the
purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to the Subordination
Provisions.
17 of 21
(f) No right of any present or future holders of any
Senior Debt to enforce subordination as provided herein shall at
any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms hereof, regardless of
any knowledge thereof which any such holder may have or be
otherwise charged with.
Defaults and acceleration. In the event of any failure
-------------------------
to pay any interest when due hereunder, and the continuance of
such failure to pay for a period of ten (10) days after written
notice, by certified or registered mail or by hand delivery, of
such failure from the Payee to the Company or in the event that
all of the indebtedness of the Company to Chemical Bank (or any
bank serving as the Company's primary lender) becomes due and
payable as the result of an event of default with respect
thereto, this Note shall be in default and the entire unpaid
principal sum hereof, together with accrued interest, shall at
the option of the Payee, become immediately due and payable in
full.
Compliance with usury laws. It is the intention of the
--------------------------
Company and the Payee to conform strictly to applicable usury
laws. Accordingly, notwithstanding anything to the contrary
herein, it is agreed as follows: (i) the aggregate of all
interest and any other charges constituting interest under
applicable law contracted for, chargeable or receivable hereunder
shall under no circumstances exceed the maximum amount of
interest permitted by law, and any excess shall be canceled
automatically and, if theretofore paid, shall, at the option of
the holder hereof, either be refunded to the Company or credited
on the principal amount hereof; and (ii) in the event the
entirety of the indebtedness evidenced hereby is declared due and
payable, then earned interest may never include more than the
maximum amount permitted by law, and any unearned interest shall
be canceled automatically and, if theretofore paid, shall, at the
option of the holder hereof, either be refunded to the Company or
credited on the principal amount hereof.
Governing law. This Note shall be construed and
-------------
enforced under and in accordance with and shall be governed by
the laws of the State of New York.
Business day. Any payment otherwise due on a day which
------------
is not a business day (a day on which banks are not authorized or
required to close in Houston, Texas) may be made on the next
18 of 21
succeeding business day, and such extension shall be taken into
account in computing any interest due in connection with such
payment.
Attorney's fees. In the event of any default hereunder
---------------
and the placement of this Note in the hands of an attorney for
collection, the Company agrees to pay all the Payee's collection
costs and expenses, including attorneys' fees.
Waivers. The Company hereby waives presentment,
-------
demand, protest and notice of any kind in connection with
payments due hereunder.
ZAPATA CORPORATION
By__________________________________
Authorized Officer
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Exhibit B
MALCOLM I. GLAZER
ZAPATA CORPORATION SHARES
PURCHASE
NUMBER OF SHARES TRADE AGREEMENT SETTLEMENT
OF COMMON STOCK DATE DATE DATE
---------------- ----- --------- ----------
2,862,588 7/10/92 ---- ----
578,331 7/13/92 ---- ----
8,424,272 7/13/92 ---- ----
1,202,612 7/16/92 ---- ----
3,720,229 7/17/92 ---- ----
32,438,630 7/16/92 7/30/92 9/9/92
2,750,561 7/22/92 8/10/92 9/9/92
----------
51,976,923
ON DECEMBER 9, 1993, ALL SHARES WERE TRANSFERRED TO THE MALCOLM
GLAZER TRUST
ON MAY 1, 1994, THERE WAS A ONE-FOR-FIVE REVERSE STOCK SPLIT
RESULTING IN THE NUMBER OF SHARES NOW OWNED BY THE TRUST TO BE
10,395,384.
EXCEPT AS NOTED HEREIN, NO AFFILIATE OR ASSOCIATE (AS DEFINED IN
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OF MALCOLM
GLAZER OR THE MALCOLM GLAZER TRUST HAS ACQUIRED ANY SHARES OF
ZAPATA CORPORATION SINCE JULY 10, 1992.
20 of 21
Exhibit C
MALCOLM I. GLAZER
ENVIRODYNE INDUSTRIES, INC. SHARES
PURCHASE
NUMBER OF SHARES TRADE AGREEMENT SETTLEMENT
OF COMMON STOCK DATE DATE DATE
---------------- ----- --------- ----------
1,746,151 8/4/94 ---- 8/9/94
289,238 8/16/94 8/16/94 11/17/94
995,698 8/18/94 8/18/94 11/18/94
57,912 9/14/94 ---- 11/18/94
1,100,299 10/12/94 10/12/94 11/18/94
---------
4,189,298
21 of 21